I advise entrepreneurs, small businesses, and foreign investors operating or planning to operate in Costa Rica. From company formation to commercial contracts, statutory amendments and compliance with national authorities.
What this service includes
- Sociedad Anónima (S.A.) and Sociedad de Responsabilidad Limitada (S.R.L.) formation
- Drafting and review of commercial and service contracts
- Statutory amendments and capital increases
- Appointment and revocation of boards of directors and proxies
- Mergers, dissolutions, and liquidations
- Compliance with the Transparency Registry (RTBF) and beneficial owner declaration
- Counsel to foreign investors on corporate structures in Costa Rica
- Non-disclosure agreements (NDAs) and shareholders agreements
- Counsel on the Corporate Income Tax for Legal Entities
How we incorporate your company
- 01
Structure definition
We discuss the line of business, partners, responsibilities, and goals in order to recommend the right vehicle (S.A., S.R.L., or other).
- 02
Drafting the constitutive deed
I prepare the constitutive deed with tailored clauses — corporate purpose, capital, governance, profit distribution, and exit provisions.
- 03
Registration and filings
I handle the filing with the Commercial Registry of the National Registry, the corporate ID number, legalization of books, and tax registration.
- 04
Ongoing compliance
I advise on recurring obligations: corporate tax for legal entities, beneficial owner declaration (RTBF), and renewal of corporate certifications.
Documents typically required to form a company
- Partners' IDs (or passport/residency for foreigners)
- Proposed company name (suggest 2 or 3 options)
- Registered address in Costa Rica
- Initial share capital
- Definition of corporate purpose and term
- Appointment of board or managers
FAQ
Both limit the liability of partners to their contribution. The S.A. offers a board of directors, transferable shares, and greater formality — common for foreign investment and mid-size firms. The S.R.L. has quotas (not shares), simpler governance, and is often ideal for family ventures or businesses with few partners.
With complete documents, registration with the National Registry typically takes 2 to 4 weeks. Costs include notarial fees (tariff-regulated), stamps, registration tax, and publications when required.
Yes. The law allows foreigners — resident or not — to be partners and managers of companies in Costa Rica on equal terms. Some specific activities (banking, insurance, transport) carry additional requirements.
It is a mandatory annual declaration before the Central Bank of Costa Rica in which legal entities must report their beneficial owners (the individuals who ultimately control the company). Non-compliance carries significant fines.
Thinking of opening or reorganizing your company?
I'll walk you through structure, formation steps, and ongoing compliance — before you sign anything.